Common use of True and Complete Disclosure Clause in Contracts

True and Complete Disclosure. (a) All written information and written data (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and written data the Lenders (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers)Projections, (ii) the Projections (as defined below)pro forma financial information, (iii) estimates, forecasts and other forward looking information and (iv) information of a general economic nature or general industry specific nature)) (the “Information”) concerning the Borrower, that has been the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Administrative Agent in connection with the TransactionsTransactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole iswhole, was true and correct in all material respects, as of the Closing Datedate when made and did not, correct in all material respects and does not when taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The financial estimates, forecasts and other projections Projections (collectively, the “Projections”i) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at as of the time such Projections were furnished to the Joint Lead Arrangers; date made (it being understood that the such Projections are as to future events and are not to be viewed as facts, the Projections projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of the Borrower and the Subsidiaries, that no assurance can be given that any such Projections particular projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results and such differences may be material material) and (ii) as of the Closing Date, have not a guarantee of performancebeen modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in any the Beneficial Ownership Certification (if any) with respect delivered, on or prior to the Loan Parties provided Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. All factual information (ataken as a whole) All written information heretofore or contemporaneously furnished by or on behalf of the Borrowers and written data (the other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available Loan Parties in writing to any Joint Lead Arranger on Lender (including, without limitation, all information contained in the M-T Acquisition Documents, the Safeline Acquisition Documents, the Basic Documents and the Confidential Memorandum) for purposes of or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with this Agreement or any transaction contemplated herein is (or was, on the Transactionsdate of making the Initial Loans), when and all other such factual information (taken as a whole is, as whole) furnished by or on behalf of the Borrowers in writing to any Lender after the Original Closing DateDate was and will be, correct true and accurate in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any material fact necessary to make such information, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading at such time in light of the circumstances under which such statements are made (after giving effect to all supplements information was provided. The projections and updates thereto). (b) The pro forma financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in or to be contained in such materials (including the information materials provided pro forma balance sheet furnished pursuant to Section 5.1(l), the Joint Lead Arrangers projections included in the Confidential Memorandum, and the budgets to be furnished pursuant to Section 7.1(c)) are based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrowers to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly materially from the projected results and that the Borrowers make no representation or warranty that such differences may projections, pro forma results or budgets will be material realized. There is no fact known to either Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (iifinancial or otherwise) or prospects of US Borrower and the Subsidiaries, taken as a whole, which has not a guarantee of performance. (c) As of the Closing Datebeen disclosed herein or in such other documents, the information included in any Beneficial Ownership Certification (if any) with respect certificates and written statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All None of the written information (taken as a whole) concerning the Borrower, the Acquired Companies, their respective Restricted Subsidiaries and written data their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, the Acquired Companies or any of the Restricted Subsidiaries or any of their respective authorized representatives, to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (other than (i) third party reports (but not the information upon which such memos or reports are based on financial projections relating to Holdings, the extent otherwise made available to Borrower, the Joint Lead Arrangers)Acquired Companies and their respective subsidiaries, (ii) the Projections (as defined below)estimates, (iii) forward forecasts and budgets and other forward-looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, contain ) contained any untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements contained therein (taken as a whole) not materially misleading in light of the circumstances under which such statements are made (after giving effect made, as supplemented and updated from time to all supplements time; it being understood and updates theretoagreed that for purposes of this Section 8.8(a), such factual information and data shall not include financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective Subsidiaries, including financial estimates, forecasts, budgets and other forward looking information and information of a general economic or industry nature. (b) The financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective subsidiaries contained in the Confidential Information Memorandum, including financial estimates, forecasts and other projections (collectivelyforecasts, the “Projections”) budgets and other forward looking information projections contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been therein, were prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to of delivery thereof based on information provided by the Joint Lead ArrangersAcquired Companies or their respective representatives; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are such financial projections described in this clause (b) (i) are subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of the Borrower, that no assurance can be given that any such Projections particular projections will be realized and realized, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and that such differences may be material and (ii) are not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. All factual information (ataken as a whole) All written information and written data (other than heretofore or contemporaneously furnished for purposes of or in connection with this Agreement or any transaction contemplated herein by or, to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) third party reports (but not the information upon which such memos Administrative Agent or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), any Bank or (ii) any Person providing information to the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Bank on behalf of its representatives on its behalf in connection with the TransactionsBorrower or any Subsidiary is, when and all other such factual information (taken as a whole iswhole) hereafter furnished by or, as to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) the Closing DateAdministrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary will be, correct true and accurate in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any material fact necessary to make such information (taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein ) not materially misleading at such time in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) information was provided. The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information such materials provided to the Joint Lead Arrangers are based on or before the Closing Date have been prepared supporting estimates and assumptions believed by such Persons in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished made as to the Joint Lead Arrangers; future financial performance of Borrower and the Subsidiaries for the period covered, it being understood recognized by the Administrative Agent and the Banks that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized facts and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results results. There is no fact known to Borrower or any Subsidiary which is reasonably likely to have a Material Adverse Effect which has not been disclosed herein or in such other documents, certificates and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect statements furnished to the Loan Parties provided to any Lender is true and correct Banks for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written information and written data (other than (i) third party reports (but not factual information, taken individually or as a whole, furnished by or on behalf of the information upon which such memos Parent or reports are based on Borrower, in writing to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Lender (including, without limitation, all information contained in the Documents and any financial statement) for purposes of its representatives on its behalf or in connection with this Agreement, the Transactionsother Credit Documents or any transaction contemplated herein or therein is, when and all other such factual information, taken individually or as a whole iswhole, as hereafter furnished by or on behalf of the Closing DateParent or Borrower, correct in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading therein, in light of the circumstances under which when made, not misleading. All projections that are part of such statements information (including those set forth in any projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made (after giving effect in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it is recognized by each Lender and the Administrative Agent that such projections and determinations provided by the Parent or Borrower, although reflecting the Parent’s or Borrower’s good faith projections and determinations, are not to all supplements be viewed as facts and updates thereto)that actual results covered by any such determination may differ from the projected results. (b) The financial estimatesParent has provided to each Lender a true and correct copy of each agreement, forecasts document or other instrument or information (including a true, correct and other projections (collectivelycomplete description of any event, circumstance or arrangement) that would be required by Item 601 of Reg. S-K to be included as an exhibit to the “Projections”) and other forward looking information contained Parent’s Annual Report on Form 10-K for the year ended December 31, 2010 or that would be required to be filed by the Parent on Form 8-K, in each case except as included in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are Filed SEC Documents (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to any such matters arising prior to the Loan Parties provided date of this Agreement) or in the SEC Documents filed after the date hereof and no later than five (5) Business Days prior to the Closing (with respect to any Lender is true such matters arising after the date of this Agreement), in each case including any and correct all amendments, supplements and modifications thereto, regardless of whether any such amendments, supplements or modifications would be required to be filed in all respectsany SEC Document.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on behalf of each Borrower to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, when taken as a whole ispreparation or delivery of this Loan Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not contain any untrue statement of a material fact or or, to a Borrower’s knowledge, omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Borrower to the Lender in connection with this Loan Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (after giving effect to all supplements and updates thereto). (bin the case of projections) The financial based on reasonable estimates, forecasts and other projections (collectivelyon the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of a Borrower, the “Projections”) and other forward looking information contained after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has been disclosed herein, in the information materials provided to the Joint Lead Arrangers on other Loan Documents or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Joint Lead Arrangers; it being understood Lender for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this provision, in the event that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject a Borrower discovers any information provided to significant uncertainties and contingenciesLender that contains an untrue statement of material fact or omits to state any material fact necessary to make the statements herein or therein, many in light of the circumstances under which are beyond any Loan Party’s controlthey were made, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material not misleading, and (ii) not a guarantee of performance. (c) As of the Closing Date, the such Borrower provides correct information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided Lender prior to any Lender is true and correct detrimental reliance by Lender, as determined by Lender, on the uncorrected information, no violation of this provision shall have occurred in all respectsrespect of such information.

True and Complete Disclosure. (a) All The written factual information or written factual data (taken as a whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) heretofore or contemporaneously furnished by Holdings, the Borrower, any of its Subsidiaries or any of their respective authorized representatives in writing to any Agent or any Lender on or before the Closing Date (including all such information contained in the Public Lender Presentation (and all information incorporated by reference therein) and in the Credit Documents) for purposes of, or in connection with, this Agreement or any transaction contemplated hereby does not contain any untrue statement of material fact and does not omit to state any material fact necessary to make such information and written data (other than taken as a whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (iafter giving effect to all supplements so furnished from time to time) third party reports (but not in light of the information upon circumstances under which such memos information or reports are based on to the extent otherwise made available to the Joint Lead Arrangersdata was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections (ii) the Projections (as defined belowincluding financial estimates, forecasts and other forward-looking information), (iii) forward looking pro forma financial information and (iv) or information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided and data referred to the Joint Lead Arrangers on or before the Closing Date have been in Section 8.8(a) were prepared in good faith based upon assumptions that were believed by Holdings and the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangersmade; it being understood recognized by the Agents and the Lenders that the Projections such projections are as to future events and are not to be viewed as facts, the Projections projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of Holdings, the Borrower and the Restricted Subsidiaries, that no assurance can be given that any such Projections particular projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancematerial. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information and written data (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information estimates and (iv) information of a general economic nature or general industry specific nature)) (the “Information”) concerning the Group Parties, that has been the Transactions and any other transactions contemplated hereby, included in the Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Administrative Agent in connection with the TransactionsTransactions or the other transactions contemplated hereby, when taken as a whole iswhole, as of the Closing Date, was true and correct in all material respects as of the date such Information was furnished to the Lenders and does not when as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The pro forma financial estimates, forecasts information and other projections (collectively, the “Projections”) and other forward looking related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained in the information materials provided to the Joint Lead Arrangers on or before therein as of the Closing Date and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The projections and other forward-looking information prepared by or on behalf of the Parent, the Company or any of their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party Parent and the Company to be reasonable at as of the time date thereof, as of the date such Projections were projections or other forward-looking information was furnished to the Joint Lead Arrangers; it being understood that the Projections are Lenders and as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, and (ii) as of the information included Closing Date, have not been modified in any Beneficial Ownership Certification (if any) with material respect to by the Loan Parties provided to any Lender is true and correct in all respectsParent or the Company.

True and Complete Disclosure. (a) All None of the written factual information and written data (other than (itaken as a whole) third party reports (but not heretofore or contemporaneously furnished by or on behalf of the information upon which such memos Borrower, any of the Restricted Subsidiaries or reports are based on any of their respective authorized representatives to the extent otherwise made available to the Joint Lead Arrangers)Administrative Agent, (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger Arrangers and Joint Bookrunners and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by a Loan Party reference therein) and (ii) the Credit Documents) concerning the Borrower or any its Restricted Subsidiaries (provided that, with respect to the Company and its Subsidiaries, such representation and warranty is limited to the knowledge of its representatives on its behalf the Borrower) for purposes of or in connection with the Transactions, when taken as a whole is, as this Agreement or any transaction contemplated herein contained any untrue statement of the Closing Date, correct in all any material respects fact or omitted to state any material fact necessary to make such information and does not when data (taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein ) not materially misleading at such time in light of the circumstances under which such statements are made information or data was furnished (after giving effect to all supplements and updates theretoupdates), it being understood and agreed that for the purposes of this Section 8.8(a), such factual information and data shall not include (x) pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward‑looking information) or other forward looking information (collectively, “Forward-Looking Information”), (y) information of a general economic or general industry nature or (z) any information contained in any third-party memoranda and reports. (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information Forward-Looking Information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been Confidential Information Memorandum was prepared in good faith based upon on assumptions that were believed by the applicable Loan Party such Persons to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; prepared, it being understood recognized by the Lenders that the Projections are as to future events and are all Forward-Looking Information is not to be viewed as facts, the Projections facts or a guarantee of performance and are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, the control of the Borrower and its Subsidiaries and that no assurance can be given that any such Projections particular projections will be realized realized, and that actual results during the period or periods covered by any such Projections Forward-Looking Information may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancematerial. (c) As of the Closing Date, to the best knowledge of the Borrower, the information included in any the Beneficial Ownership Certification (if any) with respect provided on or prior to the Loan Parties provided Closing Date to the Administrative Agent for distribution to any Lender is true and correct in all respects.

True and Complete Disclosure. The information, reports, financial ---------------------------- statements, exhibits and schedules (a) All written information and written data (including the Information Memorandum, other than (i) third party reports (but not the information upon which such memos or reports are based on contained therein with respect to the extent otherwise made available Sellers and Cablevision) furnished in writing by or on behalf of the Borrower to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole isdo not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, as in light of the Closing Datecircumstances under which they were made, correct not misleading. Nothing has come to the attention of the Borrower which would lead the Borrower to believe that the information contained in all material respects the Information Memorandum with respect to the Credit Agreement ---------------- -68- Sellers and does not when taken as a whole, contain Cablevision includes any untrue statement of a material fact or omit omits to state a any material fact necessary in order to make the statements contained therein not materially misleading therein, in light of the circumstances under in which they were made, not misleading. All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such statements are made information is stated or certified. There is no fact known to the Borrower that could have a Material Adverse Effect (after giving effect to all supplements and updates thereto). (bother than facts affecting the cable television industry in general) The financial estimatesthat has not been disclosed herein, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on other Loan Documents or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Joint Lead Arrangers; it being understood that Lenders for use in connection with the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period transactions contemplated hereby or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.thereby. Credit Agreement ----------------

True and Complete Disclosure. (a) All written The information and written data (other than (i) third party reports (but not the information upon which such memos or reports are based on projections), reports, financial statements, exhibits, disclosure letters and schedules furnished in writing to the extent otherwise made available to the Joint Lead Arrangers)Administrative Agent, (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party an Issuing Bank or any of its representatives on its behalf Bank in connection with the Transactionsnegotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto and prepared by or on behalf of the Obligors (or, when prepared by any other Person, to the knowledge of the Borrower) when taken as a whole is, as of the Closing Date, correct in all material respects and does do not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made they were made, not misleading. All written information (other than projections) furnished after giving effect the date of this Agreement by the Obligors to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectivelythe Administrative Agent, the “Projections”) Issuing Bank or the Banks in connection with this Agreement and the other forward looking information contained in Loan Documents and the information materials provided transactions contemplated hereby and thereby when prepared by or on behalf of the Obligors shall be, (or, when prepared by any other person to the Joint Lead Arrangers knowledge of the Borrower shall be) true, complete and accurate in every material respect on the date as of which such information is stated or before certified; and all projections delivered to the Closing Date have been prepared Administrative Agent and the Banks were based on assumptions believed in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections projections were furnished to the Joint Lead Arrangers; made (it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections assumption will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) realized). As of the Closing Datedate hereof, there is no fact known to any Obligor that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the information included other Loan Documents or in any Beneficial Ownership Certification (if any) with respect a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Loan Parties provided to any Lender is true and correct Banks for use in all respectsconnection with the transactions contemplated hereby or thereby.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits, schedules and written data (other than (i) third party reports (but not the information upon which such memos certificates furnished in writing by or reports are based on behalf of any Borrower Party, Guarantor or REIT Manager to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Lender in connection with the Transactions, when taken as a whole is, as diligence of the Closing DateBorrower Parties, correct in all material respects Guarantor or Property Manager, or the negotiation, preparation or delivery of this Agreement and does not the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto (other than the Asset Schedule), when taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimatesthey were made, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials not misleading; provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) foregoing representation solely with respect to Property Manager is hereby made to Borrowers’ knowledge, after due inquiry. All written information furnished after the Loan Parties provided date hereof by or on behalf of any Borrower to Lender in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby (other than the Asset Schedule) and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of a Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Lender for use in connection with the transactions contemplated hereby or thereby. All required financial statements of Guarantor delivered to Lender pursuant to this Agreement or otherwise publicly available with respect to Guarantor are prepared in accordance with GAAP, or in connection with any Lender is true and correct in all respectsSEC filings, the appropriate SEC accounting requirements.

True and Complete Disclosure. (a) All written information and written ---------------------------- data (other than (iexcluding projections) third party reports (but not concerning each of Holdings and the information upon Borrower and the transactions contemplated herein which such memos or reports are based on to have been prepared by Holdings and the extent otherwise Borrower and that have been made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Agent or any Lender by or on behalf of its representatives on its behalf Holdings and the Borrower prior to the Effective Date in connection with the TransactionsTransaction or prior to the Amended and Restated Credit Agreement Effective Date in connection with the Devon Transaction, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of and all financial projections that have been prepared by Holdings and the circumstances under which such statements are Borrower and that have been made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided available prior to the Joint Lead Arrangers on Effective Date or before prior to the Closing Date Amended and Restated Credit Agreement Effective Date, as the case may be, to the Agent and/or any Lender by Holdings and the Borrower have been prepared in good faith based upon assumptions that were believed by Holdings and the applicable Loan Party Borrower at the time to be reasonable. Without limiting the foregoing, the Agent and each of the Lenders acknowledge that certain of the information provided to the Agent and each such Lender in respect of Holdings and the Borrower has been prepared by GH and/or its advisors and not by Holdings or the Borrower. (b) All other factual information (taken as a whole) furnished on or after the Effective Date or (in respect of the Devon Transaction) on or after the Amended and Restated Credit Agreement Effective Date by or on behalf of Holdings, the Borrower or any of their Subsidiaries in writing to the Agent or any Lender (including, without limitation, all information contained in the Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. The projections and pro forma financial information contained in such --- ----- materials are based on good faith estimates and assumptions believed by such Persons to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized facts and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets or condition (financial or otherwise) of any such differences may be material Credit Party and (ii) its respective Subsidiaries, taken as a whole, which has not a guarantee of performance. (c) As of the Closing Datebeen disclosed herein or in such other documents, the information included in any Beneficial Ownership Certification (if any) with respect certificates and statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. All factual information (ataken as a whole) All written information heretofore or contemporaneously furnished by or on behalf of the Borrowers and written data (the other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available Loan Parties in writing to any Joint Lead Arranger on Lender (including, without limitation, all information contained in the M-T Acquisition Documents, the Basic Documents and the Confidential Memorandum) for purposes of or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with this Agreement or any transaction contemplated herein is (or was, on the Transactionsdate of making the Initial Loans), when and all other such factual information (taken as a whole is, as whole) hereafter furnished by or on behalf of the Closing DateBorrowers in writing to any Lender will be, correct true and accurate in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any material fact necessary to make such information, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading at such time in light of the circumstances under which such statements are made (after giving effect to all supplements information was provided. The projections and updates thereto). (b) The pro forma financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in or to be contained in such materials (including the information materials provided pro forma balance sheet furnished pursuant to Section 5.1(l), the Joint Lead Arrangers projections included in the Confidential Memorandum, and the budgets to be furnished pursuant to Section 7.1(d)) are based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrowers to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly materially from the projected results and that the Borrowers make no representation or warranty that such differences may projections, pro forma results or budgets will be material realized. There is no fact known to either Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (iifinancial or otherwise) or prospects of US Borrower and the Subsidiaries, taken as a whole, which has not a guarantee of performance. (c) As of the Closing Datebeen disclosed herein or in such other documents, the information included in any Beneficial Ownership Certification (if any) with respect certificates and written statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not schedules furnished in writing by or on behalf of the information upon which such memos or reports are based on Issuer to the extent otherwise made available to Indenture Trustee, the Joint Lead Arrangers)Noteholders, (ii) the Projections (as defined below)Administrative Agent, (iii) forward looking information each Currency Hedge Counterparty and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf each Interest Rate Hedge Counterparty in connection with the Transactionsnegotiation, preparation or delivery of this Indenture and the other Relevant Documents or included herein or therein or delivered pursuant hereto or thereto (when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken together as a whole), do not contain any untrue statement of a material fact or (with respect to any offering document for any of the Notes) omit to state a any material fact necessary in order to make the statements contained herein or therein not materially misleading in light misleading. All written information furnished after the date hereof by or on behalf of the circumstances under Issuer to such parties in connection with this Indenture and the other Relevant Documents and the transactions contemplated hereby and thereby will be true, correct and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. To the extent that any information, reports, financial statements, exhibits and schedules that are furnished by or on behalf of the Issuer contain any untrue statement of material fact or (with respect to any offering document for any of the Notes) omit to state any material fact necessary to make the statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectivelyherein or therein not misleading, the “Projections”) and other forward looking information contained in the information materials provided Issuer shall correct, or cause to the Joint Lead Arrangers on be corrected, such statement or before omission. On the Closing Date and the related Series Issuance Date, there is no fact known to a responsible officer of the Issuer that, after due inquiry, should reasonably be expected to have a material adverse effect that has not been prepared disclosed in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at offering document for the time such Projections were related Notes, in the Relevant Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to such parties for use in connection with the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period transactions contemplated hereby or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancethereby. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on behalf of any Borrower to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, when taken as a whole ispreparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Borrower to the Administrative Agent or any Lender in connection with this Agreement and the other Loan Documents and the financing transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable good faith estimates, on the date as of which such statements are made (information is stated or certified. There is no fact known to a Responsible Officer of any Borrower that, after giving effect due inquiry, could reasonably be expected to all supplements and updates thereto)have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent for use in connection with the financing transactions contemplated hereby or thereby. (b) The financial estimatesunaudited pro forma balance sheet of FCMC, forecasts and other projections (collectivelydated as of the Effective Date, a copy of which has heretofore been delivered to the Administrative Agent, gives pro forma effect to the consummation of each Transfer Agreement, the “Projections”) initial extensions of credit made under this Agreement, and other forward looking information contained in the information materials provided payment of transaction fees and expenses related to the Joint Lead Arrangers foregoing, all as if such events had occurred on or before such date (the Closing Date have “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in a manner consistent with GAAP and the financial statements described in Section 7.01(a) (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, made in good faith based upon assumptions that were believed by and having a reasonable basis set forth therein, presents fairly in all material respects the applicable Loan Party to be reasonable at financial condition of FCMC on an unaudited pro forma basis as of the time such Projections were furnished date set forth therein after giving effect to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As consummation of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respectsTransactions.

True and Complete Disclosure. All factual information (ataken as a whole) All written heretofore or contemporaneously furnished by or on behalf of U.S. Borrower and the other Companies in writing to any Lender (including, without limitation, all information contained in the Transaction Documents and written data the Confidential Memorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (other than (i) third party reports (but not or was, on the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead ArrangersClosing Date), and all other such factual information (iitaken as a whole) furnished by or on behalf of the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available Companies in writing to any Joint Lead Arranger on or before Lender after the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactionswas and will be, when taken as a whole is, as of the Closing Date, correct true and accurate in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any material fact necessary to make such information, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading at such time in light of the circumstances under which such statements are made (after giving effect to all supplements information was provided. The projections and updates thereto). (b) The pro forma financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in or to be contained in such materials (including the information materials provided projections included in the Confidential Memorandum and the budgets to the Joint Lead Arrangers be furnished pursuant to Section 7.1(c)) are and will be based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party U.S. Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly materially from the projected results and that U.S. Borrower makes no representation or warranty that such differences may projections, pro forma results or budgets will be material realized. There is no fact known to U.S. Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (iifinancial or otherwise) not a guarantee of performance. (c) As or prospects of the Closing DateCompanies, the information included taken as a whole, which has not been disclosed herein or in any Beneficial Ownership Certification (if any) with respect such other documents, certificates and written statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written information and written data (other than The Applicant hereby certifies as follows: (i) third party reports (but not The information, reports, financial statements, exhibits and schedules furnished by or on behalf of the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Applicant or any subsidiary of its the Applicant to DOE, FFB or their respective designees, agents or representatives on its behalf in connection with the Transactionsnegotiation, when taken as a whole ispreparation or delivery of this Conditional Commitment Letter, as of including the Closing DateTerm Sheet, correct in all material respects and does not or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading in any material respect (it being understood that in the case of projections, such projections are based on estimates which are reasonable as of the date such projections are stated or certified). (ii) The Application, taken together with all other written information furnished to DOE, FFB or their respective designees, agents or representatives by or on behalf of the Applicant or any subsidiary of the Applicant for use in connection with the negotiation and execution of the Conditional Commitment Letter, including the Term Sheet, and the closing of the transactions contemplated hereby, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading therein, in light of the circumstances under which they were made, not misleading in any material respect (it being understood that in the case of projections, such statements projections are made (after giving effect to all supplements and updates theretobased on estimates which are reasonable as of the date such projections are stated or certified). (biii) The financial estimatesAll information furnished after the date hereof by or on behalf of the Applicant or any subsidiary of the Applicant to DOE, forecasts and other projections (collectivelyFFB or their respective designees, agents or representatives in connection with the Conditional Commitment Letter, including the Term Sheet, the Definitive Agreements and the Information Certificate in the form submitted to DOE by the Applicant (the “ProjectionsInformation Certificate”) and other forward looking information contained the transactions contemplated hereby and thereby, when taken together with the material referred to in clauses (i) and (ii) above, taken as a whole, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the information materials provided to statements therein, in light of the Joint Lead Arrangers on or before the Closing Date have been prepared circumstances under which they were made, not misleading in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; any material respect (it being understood that in the Projections case of projections, such projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of based on estimates which are beyond any Loan Party’s control, that no assurance can be given that any reasonable as of the date such Projections will be realized and that actual results during the period projections are stated or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancecertified). (civ) As There is no fact known to the Chief Executive Officer, President, Chief Accounting Officer, Chief Financial Officer, Treasurer or Assistant Treasurer (each a “Responsible Officer”) of the Closing DateApplicant that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to DOE or FFB for use in connection with the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respectstransactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower or any other than (i) third party reports (but not the information upon which such memos or reports are based on Credit Party in writing to the extent otherwise made available Agent or any Lender delivered to the Joint Lead Arrangers), (ii) Agent and the Projections (as defined below), (iii) forward looking information and (iv) information Lenders for purposes of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactionsthis Credit Agreement does not, when and all other such factual information (taken as a whole iswhole) hereafter furnished by or on behalf of the Borrower or any other Credit Party in writing to the Agent or any Lender will not, as of the Closing Date, correct in all material respects and does not when taken date as a wholeof which such information is dated or certified, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein such information (taken as a whole) not materially misleading as of such time, in each case in light of the circumstances under which such statements are made (after giving effect to all supplements information was provided, it being understood and updates thereto)agreed that for the purposes of this Section 6.9, such factual information shall not include projections and pro forma financial information. (b) The projections and pro forma financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the factual information materials provided referred to the Joint Lead Arrangers in clause (a) above are based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as factsfacts and necessarily were based upon numerous assumptions with respect to industry performance, the Projections are (i) subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond any Loan Partythe control of Holding, the Borrower and the Borrower’s controlSubsidiaries, such that there can be no assurance can be given that any such Projections projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performanceresults. (c) As of the Closing Restatement Effective Date, there is no fact known to any Credit Party (other than matters of general economic, political or social nature) which materially and adversely affects the information included business, property, assets, liabilities, financial condition or prospects of the Borrower and its Subsidiaries taken as a whole which has not been disclosed herein or in any Beneficial Ownership Certification (if any) with respect such other documents, certificates and statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on behalf of any Borrower to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, when taken as a whole ispreparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Borrower to the Administrative Agent or any Lender in connection with this Agreement and the other Loan Documents and the financing transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable good faith estimates, on the date as of which such statements are made (information is stated or certified. There is no fact known to a Responsible Officer of any Borrower that, after giving effect due inquiry, could reasonably be expected to all supplements and updates thereto)have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent for use in connection with the financing transactions contemplated hereby or thereby. (b) The financial estimatesunaudited pro forma consolidated balance sheet of the Borrowers, forecasts and other projections (collectivelydated as of the Effective Date, a copy of which has heretofore been delivered to Administrative Agent, gives pro forma effect to the consummation of each Transfer Agreement, the “Projections”) initial extensions of credit made under this Agreement, and other forward looking information contained in the information materials provided payment of transaction fees and expenses related to the Joint Lead Arrangers foregoing, all as if such events had occurred on or before such date (the Closing Date have “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in a manner consistent with GAAP and the financial statements described in Section 7.01(a) (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, made in good faith based upon assumptions that were believed by and having a reasonable basis set forth therein, presents fairly in all material respects the applicable Loan Party to be reasonable at consolidated financial condition of the time such Projections were furnished Borrowers on an unaudited pro forma basis as of the date set forth therein after giving effect to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As consummation of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respectsTransactions described above.

True and Complete Disclosure. (a) All None of the written factual information and written data (other than (itaken as a whole) third party reports (but not heretofore or contemporaneously furnished by or on behalf of the information upon which such memos Borrower, any of the Restricted Subsidiaries or reports are based on any of their respective authorized representatives to the extent otherwise made available to Administrative Agent, the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to Joint Bookrunners and/or any Joint Lead Arranger Lender on or before the Closing Date by a Loan Party (including all such information and data contained in the Credit Documents) for purposes of or any of its representatives on its behalf in connection with the Transactions, when taken as a whole is, as this Agreement or any transaction contemplated herein contained any untrue statement of the Closing Date, correct in all any material respects fact or omitted to state any material fact necessary to make such information and does not when data (taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein ) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such statements are made information or data was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (after giving effect to all supplements including financial estimates, forecasts and updates thereto)other forward-looking information) and information of a general economic or general industry nature. (b) The projections (including financial estimates, forecasts and other projections (collectively, the “Projections”forward-looking information) and other forward looking information contained in the information materials provided and data referred to the Joint Lead Arrangers in Section 8.8(a) were based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangersmade; it being understood recognized by the Administrative Agent and the Lenders that the Projections such projections are as to future events and are not to be viewed as facts, the Projections projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of the Borrower and the Subsidiaries, that no assurance can be given that any such Projections particular projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancematerial. (c) As of the Closing Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification (if any) with respect provided on or prior to the Loan Parties provided Closing Date to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All The written factual information or written factual data (taken as a whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower) heretofore or contemporaneously furnished by the Borrower, any of its Subsidiaries or any of their respective authorized representatives in writing to any Agent or any Lender on or before the Closing Date (including all such information contained in the Credit Documents) for purposes of, or in connection with, this Agreement or any transaction contemplated hereby does not contain any untrue statement of material fact and does not omit to state any material fact necessary to make such information and written data (other than taken as a whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (iafter giving effect to all supplements so furnished from time to time) third party reports (but not in light of the information upon circumstances under which such memos information or reports are based on to the extent otherwise made available to the Joint Lead Arrangersdata was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections (ii) the Projections (as defined belowincluding financial estimates, forecasts and other forward-looking information), (iii) forward looking pro forma financial information and (iv) or information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided and data referred to the Joint Lead Arrangers on or before the Closing Date have been in Section 8.8(a) were prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangersmade; it being understood recognized by the Agents and the Lenders that the Projections such projections are as to future events and are not to be viewed as facts, the Projections projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of the Borrower and the Restricted Subsidiaries, that no assurance can be given that any such Projections particular projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancematerial. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information behalf of a general economic or industry specific nature), that has been made available any Obligor to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Creditor in connection with the Transactionsnegotiation, when taken as a whole is, as preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the syndication of the Closing DateCommitments and Loans, correct including all filings made with the Commission by Borrower or any Company but in each case excluding all material respects and does not projections, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect they were made, not materially misleading. The projections and pro forma financial information furnished at any time by any Obligor to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided any Creditor pursuant to the Joint Lead Arrangers on or before the Closing Date this Agreement have been prepared in good faith based upon on assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such financial information as it relates to future events and are is not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results set forth therein by a material amount and such differences may be material and (ii) not a guarantee no Obligor, however, makes any representation as to the ability of performance. (c) As of any Company to achieve the Closing Date, the information included results set forth in any Beneficial Ownership Certification (if any) with respect such projections. Each Obligor understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Loan Parties provided Lenders as a material inducement to any Lender is true and correct in all respectsmake each extension of credit hereunder.

True and Complete Disclosure. (a) All written information and written data (other than (i) third party reports (but not the information upon which such memos or reports are based on As supplemented to the extent otherwise made available to the Joint Lead Arrangers)date hereof, all information (iitaken as a whole) (excluding (x) the Projections (as defined below)furnished to the Lenders prior to the date hereof, (iiiwhich are covered below in Section 6.9(b) forward looking information and (ivy) information the historical financial statements furnished to the Lenders prior to the date hereof, which are covered below in Section 6.10(b)) furnished by or on behalf of a general economic Holdings or industry specific nature), that has been made available the Borrower in writing to any Joint Lead Arranger on or before the Closing Date by a Loan Party Agent or any Lender for purposes of its representatives on its behalf or in connection with this Agreement or the TransactionsTransaction does not, when and all other such factual information (taken as a whole is, as whole) hereafter furnished by or on behalf of Holdings or the Closing Date, Borrower in writing to any Agent or any Lender will be true and correct in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any fact necessary to make such information (taken as a whole, contain ) not misleading in any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading respect at such time in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)information was provided. (b) The financial estimates, forecasts and other projections (collectively, Projections prepared by the “Projections”) and other forward looking information contained in the information materials provided Borrower prior to the Joint Lead Arrangers date hereof and furnished to the Lenders were prepared based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as factsfacts and necessarily were based upon numerous assumptions with respect to industry performance, the Projections are (i) subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond any Loan Party’s controlthe control of Holdings, the Borrower and the Borrower's Subsidiaries, such that there can be no assurance can be given that any such Projections projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performanceresults. (c) As of the Closing Restatement Effective Date, there is no fact known to any Credit Party (other than matters of general economic, political or social nature) which materially and adversely affects the information included business, property, assets, liabilities, financial condition or prospects of the Borrower and its Subsidiaries taken as a whole which has not been disclosed herein or in any Beneficial Ownership Certification (if any) with respect such other documents, certificates and statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on behalf of each Seller to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Buyer in connection with the Transactionsnegotiation, when taken as a whole ispreparation or delivery of this Repurchase Agreement and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not contain any untrue statement of a material fact or or, to a Seller’s knowledge, omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Seller to the Buyer in connection with this Repurchase Agreement and the other Facility Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (after giving effect to all supplements and updates thereto). (bin the case of projections) The financial based on reasonable estimates, forecasts and other projections (collectivelyon the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of a Seller, the “Projections”) and other forward looking information contained after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has been disclosed herein, in the information materials provided to the Joint Lead Arrangers on other Facility Documents or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Joint Lead Arrangers; it being understood Buyer for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this provision, in the event that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject a Seller discovers any information provided to significant uncertainties and contingenciesBuyer that contains an untrue statement of material fact or omits to state any material fact necessary to make the statements herein or therein, many in light of the circumstances under which are beyond any Loan Party’s controlthey were made, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material not misleading, and (ii) not a guarantee of performance. (c) As of the Closing Date, the such Seller provides correct information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided Buyer prior to any Lender is true and correct detrimental reliance by Buyer, as determined by Buyer, on the uncorrected information, no violation of this provision shall have occurred in all respectsrespect of such information.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and written data the Lenders (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers)Projections, (ii) the Projections (as defined below)pro forma financial information, (iii) estimates, forecasts and other forward looking information and (iv) information of a general economic nature or general industry specific nature)) (the “Information”) concerning the Borrower, that has been the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Administrative Agent in connection with the TransactionsTransactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole iswhole, was true and correct in all material respects, as of the Closing Datedate when made and did not, correct in all material respects and does not when taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The financial estimates, forecasts and other projections Projections (collectively, the “Projections”i) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at as of the time such Projections were furnished to the Joint Lead Arrangers; date made (it being understood that the such Projections are as to future events and are not to be viewed as facts, the Projections projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of the Borrower and the Subsidiaries, that no assurance can be given that any such Projections particular projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results and such differences may be material material) and (ii) as of the Closing Date, have not a guarantee of performancebeen modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in any the Beneficial Ownership Certification (if any) with respect delivered, on or prior to the Loan Parties provided Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (ai) All written information and written data (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information estimates and (iv) information of a general economic nature or general industry specific nature)) (the “Information”) concerning the Group Parties, that has been the Transactions and any other transactions contemplated hereby, included in the Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Administrative Agent in connection with the Transactions, or the other transactions contemplated hereby, when taken as a whole iswhole, as of the Closing Date, was true and correct in all material respects as of the date such Information was furnished to the Lenders and does not when as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are were made. (ii) All Information concerning the Group Parties and any other transactions contemplated by the First Amendment or otherwise prepared by or on behalf of the foregoing or their representatives and made (after giving effect available to any Lenders or the Administrative Agent in connection with the transactions contemplated by the First Amendment, when taken as a whole, was true and correct in all supplements material respects as of the date such Information was furnished to the Lenders and updates thereto)as of the Repricing Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The pro forma financial estimates, forecasts information and other projections (collectively, the “Projections”) and other forward looking related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained in the information materials provided to the Joint Lead Arrangers on or before therein as of the Closing Date and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The projections and other forward-looking information prepared by or on behalf of the Parent, the Company or any of their representatives and that have been made available to any Lenders, the Administrative Agent (i) have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party Parent and the Company to be reasonable at as of the time date thereof, as of the date such Projections were projections or other forward-looking information was furnished to the Joint Lead Arrangers; it being understood that the Projections are Lenders and as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, and (ii) as of the information included Closing Date, have not been modified in any Beneficial Ownership Certification (if any) with material respect to by the Loan Parties provided to any Lender is true and correct in all respectsParent or the Company.

True and Complete Disclosure. (a) All written factual information (excluding estimates, projections, and written data (other than (ipro forma financial information) third party reports (but not heretofore or contemporaneously furnished by or on behalf of the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Borrower or any of its representatives on its behalf Subsidiaries in writing to any Bank or the Agent for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby (but limited to those delivered by the Transactions, when Borrower or its Subsidiaries to a Bank or the Agent in connection with such agreements and transactions in anticipation of or in connection with this amendment and restatement) is (taken as a whole is, as of the Closing Date, whole) true and correct in all material respects on the date as of which such information is dated or certified and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading as of the date of this Agreement, in light of the circumstances under which they were made. All such statements are made (after giving effect to all supplements and updates thereto). (b) The financial projections, estimates, forecasts and other projections (collectively, pro forma financial information heretofore or contemporaneously furnished by the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on Borrower or before the Closing Date have been any of its Subsidiaries were prepared in good faith based upon assumptions that were on the basis of assumptions, data, information, tests, or conditions believed by the applicable Loan Party to be reasonable at the time such Projections projections, estimates, and pro forma financial information were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancefurnished. (cb) As All factual information (excluding estimates, projections, and pro forma financial information) furnished by or on behalf of the Closing Date, the information included Borrower or any of its Subsidiaries in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided writing to any Lender Bank or the Agent after the Effective Date for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby is (taken as a whole) true and correct in all respectsmaterial respects on the date as of which such information is dated or certified and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading, in light of the circumstances under which they were made. All such projections, estimates, and pro forma financial information furnished by the Borrower or any of its Subsidiaries after the Effective Date were prepared in good faith on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished.

True and Complete Disclosure. (a) All None of the written information (taken as a whole) concerning the Borrower, the Acquired Companies, their respective Restricted Subsidiaries and written data their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower, the Acquired Companies or any of the Restricted Subsidiaries or any of their respective authorized representatives, to the Administrative Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Closing Date (other than (i) third party reports (but not the information upon which such memos or reports are based on financial projections relating to Holdings, the extent otherwise made available to Borrower, the Joint Lead Arrangers)Acquired Companies and their respective 199 LEGAL_US_E # 167910103.1167910103.8 200 LEGAL_US_E # 167910103.1167910103.8 subsidiaries, (ii) the Projections (as defined below)estimates, (iii) forward forecasts and budgets and other forward-looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, contain ) contained any untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements contained therein (taken as a whole) not materially misleading in light of the circumstances under which such statements are made (after giving effect made, as supplemented and updated from time to all supplements time; it being understood and updates theretoagreed that for purposes of this Section 8.8(a), such factual information and data shall not include financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective Subsidiaries, including financial estimates, forecasts, budgets and other forward looking information and information of a general economic or industry nature. (b) The financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective subsidiaries contained in the Confidential Information Memorandum, including financial estimates, forecasts and other projections (collectivelyforecasts, the “Projections”) budgets and other forward looking information projections contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been therein, were prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to of delivery thereof based on information provided by the Joint Lead ArrangersAcquired Companies or their respective representatives; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are such financial projections described in this clause (b) (i) are subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of the Borrower, that no assurance can be given that any such Projections particular projections will be realized and realized, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and that such differences may be material and (ii) are not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information behalf of a general economic or industry specific nature), that has been made available any Obligor to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Creditor in connection with the Transactionsnegotiation, when taken preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or set forth in the Information Memorandum, but in each case excluding all "Industry Information" (as a whole isdefined in the Information Memorandum), as of except to the extent such Industry Information was prepared by any Company or any Affiliate thereof and was provided to Agents by the Companies for inclusion therein, forward-looking statements, projections and all pro forma financial information, whether prior to or after the Closing Date, correct in all material respects and does not when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect they were made, not materially misleading. The forward-looking statements, projections and pro forma financial information furnished at any time by any Obligor to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided any Creditor pursuant to the Joint Lead Arrangers on or before the Closing Date this Agreement have been prepared in good faith based upon on assumptions that were and estimates believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such financial information as it relates to future events and are is not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results set forth therein by a material amount and such differences may be material and (ii) not a guarantee that no Obligor makes any representation as to the ability of performance. (c) As of any Company to achieve the Closing Date, the information included results set forth in any Beneficial Ownership Certification (if any) with respect such projections. Each Obligor understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Loan Parties provided Lenders as a material inducement to any Lender is true and correct in all respectsmake each extension of credit hereunder.

True and Complete Disclosure. (a) All written information and written data delivered on or prior to the Closing Date (other than the (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), Projections and (ii) the Projections (as defined below), (iii) forward looking information estimates and (iv) information of a general economic nature or general industry specific nature), that has been ) concerning the Loan Parties prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Administrative Agent in connection with the TransactionsTransactions or the other transactions contemplated hereby (as modified or supplemented by other information so furnished), when taken as a whole iswhole, was true and correct in all material respects, as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of the Closing Date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections were furnished to the Lenders (with respect to any such Projections provided prior to the Closing Date) and as of the Closing Date and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) All reports, financial statements, certificates and other written information (other than estimates and information of a general economic nature or general industry nature) prepared by or on behalf of the Borrower or any of its Subsidiaries or their representatives and made available to any Lender or the Administrative Agent in connection with this Agreement or under any other Loan Document or the transactions contemplated hereby or thereby (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects respects, as of the date furnished and does not when did not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (cd) As of the Closing Date, the information included in any the Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information (excluding estimates, projections, and written data (other than (ipro forma financial information) third party reports (but not heretofore or contemporaneously furnished by or on behalf of the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Borrower or any of its representatives on its behalf Subsidiaries (prior to giving effect to the Bois d’Arc Merger) in writing to any Bank or the Agent for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby (but limited to those delivered by the Transactions, when Borrower or its Subsidiaries (prior to giving effect to the Bois d’Arc Merger) to a Bank or the Agent in connection with such agreements and transactions in anticipation of or in connection with this amendment and restatement and the Mergers) is (taken as a whole is, as of the Closing Date, whole) true and correct in all material respects on the date as of which such information is dated or certified and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading as of the date of this Agreement, in light of the circumstances under which they were made. All such statements are made projections, estimates, and pro forma financial information heretofore or contemporaneously furnished by the Borrower or any of its Subsidiaries (after prior to giving effect to all supplements and updates thereto). (bthe Bois d’Arc Merger) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been were prepared in good faith based upon assumptions that were on the basis of assumptions, data, information, tests, or conditions believed by the applicable Loan Party to be reasonable at the time such Projections projections, estimates, and pro forma financial information were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancefurnished. (cb) As All factual information (excluding estimates, projections, and pro forma financial information) furnished by or on behalf of the Closing Date, the information included Borrower or any of its Subsidiaries in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided writing to any Lender Bank or the Agent after the Effective Date for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby is (taken as a whole) true and correct in all respectsmaterial respects on the date as of which such information is dated or certified and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading, in light of the circumstances under which they were made. All such projections, estimates, and pro forma financial information furnished by the Borrower or any of its Subsidiaries after the Effective Date were prepared in good faith on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished.

True and Complete Disclosure. All factual information (ataken as a whole) All written information heretofore or contemporaneously furnished by or on behalf of U.S. Borrower and written data (the other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available Companies in writing to any Joint Lead Arranger on or before Lender (including, without limitation, all information contained in the Closing Date by a Loan Party or any of its representatives on its behalf Transaction Documents) in connection with this Agreement or any transaction contemplated herein is (or was, on the TransactionsEffective Date), when and all other such factual information (taken as a whole is, as whole) furnished by or on behalf of the Closing DateCompanies in writing to any Lender after the Effective Date was and will be, correct true and accurate in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any material fact necessary to make such information, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading at such time in light of the circumstances under which such statements are made (after giving effect to all supplements information was provided. The projections and updates thereto). (b) The pro forma financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in or to be contained in such materials (including the information materials provided projections included in the budgets to the Joint Lead Arrangers be furnished pursuant to Section 7.1(c)) are and will be based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party U.S. Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly materially from the projected results and that U.S. Borrower makes no representation or warranty that such differences may projections, pro forma results or budgets will be material realized. There is no fact known any Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (iifinancial or otherwise) not a guarantee of performance. (c) As or prospects of the Closing DateCompanies, the information included taken as a whole, which has not been disclosed herein or in any Beneficial Ownership Certification (if any) with respect such other documents, certificates and written statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and written data the Lenders (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers)Projections, (ii) the Projections (as defined below)pro forma financial information, (iii) estimates, forecasts and other forward looking information and (iv) information of a general economic nature or general industry specific nature)) concerning the Borrower, that has been the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Administrative Agent in connection with the TransactionsTransactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole iswhole, was true and correct in all material respects, as of the Closing Datedate when made and did not, correct in all material respects and does not when taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The financial estimates, forecasts and other projections Projections (collectively, the “Projections”i) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at as of the time such Projections were furnished to the Joint Lead Arrangers; date made (it being understood that the such Projections are as to future events and are not to be viewed as facts, the Projections projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlthe control of the Borrower and the Subsidiaries, that no assurance can be given that any such Projections particular projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results and such differences may be material material) and (ii) as of the Closing Date, have not a guarantee of performancebeen modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in any the Beneficial Ownership Certification (if any) with respect delivered, on or prior to the Loan Parties provided Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All None of the written factual information and written data (other than (itaken as a whole) third party reports (but not heretofore or contemporaneously furnished by or on behalf of the information upon which such memos Borrower, any of the Subsidiaries of the Borrower or reports are based on any of their respective authorized representatives to the extent otherwise made available to the Joint Lead Arrangers)Administrative Agent, (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger and/or any Lender on or before the Closing Date by a Loan Party or any of (including all such information and data contained in the Credit Documents) regarding the Borrower and its representatives on its behalf Restricted Subsidiaries in connection with the Transactions, when taken as a whole is, as Transactions for purposes of the Closing Date, correct or in all connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material respects fact or omitted to state any material fact necessary to make such information and does not when data (taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein ) not materially misleading at such time in light of the circumstances under which such statements are made (information or data was furnished and such information was, when furnished on or prior to the Closing Date, when taken as a whole after giving effect to all supplements and updates provided thereto, accurate in all material respects (it being understood, for the avoidance of doubt, that none of the Borrower or any of its Subsidiaries shall be required to update any such information following the Closing Date), it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts, pro forma financial information, budgets, and other forward-looking information), other forward-looking information or statements regarding future condition or operations, or information of a general economic or general industry nature. (b) The financial estimates, forecasts and other projections (collectivelyAs of the Closing Date, the “Projections”) and other forward looking information projections contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in Lender Presentation are based upon good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to made, it being recognized by the Agents, Joint Lead Arrangers; it being understood Arrangers and the Lenders that the Projections are as to future events such projections, forward-looking statements, estimates and pro forma financial information are not to be viewed as factsfacts or a guarantee of performance, the Projections and are (i) subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond any Loan Party’s controlthe control of the Credit Parties, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections projections, forward-looking statements, estimates and pro forma financial information may differ significantly materially from the projected results and such differences may be material and (ii) not a guarantee of performanceresults. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information and written data (other than (i) third party reports (but not factual information, taken individually or as a whole, furnished by or on behalf of the information upon which such memos Parent, Arlington or reports are based on the Borrower, in writing to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Lender (including, without limitation, all information contained in the Documents and any financial statement) for purposes of its representatives on its behalf or in connection with this Agreement, the Transactionsother Credit Documents or any transaction contemplated herein or therein is, when and all other such factual information, taken individually or as a whole iswhole, as hereafter furnished by or on behalf of the Closing DateParent, correct Arlington or Borrower, in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading therein, in light of the circumstances under which when made, not misleading. All projections that are part of such statements information (including those set forth in any projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made (after giving effect in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it is recognized by each Lender and the Administrative Agent that such projections and determinations provided by the Parent or Borrower, although reflecting the Parent’s or Borrower’s good faith projections and determinations, are not to all supplements be viewed as facts and updates thereto)that actual results covered by any such determination may differ from the projected results. (b) The financial estimatesParent has provided to each Lender a true and correct copy of each agreement, forecasts document or other instrument or information (including a true, correct and other projections (collectivelycomplete description of any event, circumstance or arrangement) that would be required by Item 601 of Reg. S-K to be included as an exhibit to the “Projections”) and other forward looking information contained Parent’s Annual Report on Form 10-K for the year ended December 31, 2010 or that would be required to be filed by the Parent on Form 8-K, in each case except as included in the information materials provided Filed SEC Documents (with respect to any such matters arising prior to the Joint Lead Arrangers on date of this Agreement) or before in the SEC Documents filed after the date hereof and no later than five (5) Business Days prior to the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to any such matters arising after the Loan Parties provided date of this Agreement), in each case including any and all amendments, supplements and modifications thereto, regardless of whether any such amendments, supplements or modifications would be required to be filed in any Lender is true and correct in all respectsSEC Document.

True and Complete Disclosure. All factual information (ataken as a whole) All written information and written data (other than heretofore or contemporaneously furnished for purposes of or in connection with this Agreement or any transaction contemplated herein by or, to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) third party reports (but not the information upon which such memos Administrative Agent or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), any Bank or (ii) any Person providing information to the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Bank on behalf of its representatives on its behalf in connection with the TransactionsBorrower or any Subsidiary is, when and all other such factual information (taken as a whole iswhole) hereafter furnished by or, as to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) the Closing DateAdministrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary will be, correct true and accurate in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any material fact necessary to make such information (taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein ) not materially misleading at such time in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) information was provided. The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information Projections contained in the information such materials provided to the Joint Lead Arrangers are based on or before the Closing Date have been prepared supporting estimates and assumptions believed by such Persons in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time made as to the future financial performance of Borrower and the Subsidiaries for the period covered, it being recognized by the Administrative Agent and the Banks that such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results results. There is no fact known to Borrower or any Subsidiary which is reasonably likely to have a Material Adverse Effect or which has not been disclosed herein or in such other documents, certificates and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect statements furnished to the Loan Parties provided to any Lender is true and correct Banks for use in all respects.connection with the transactions contemplated hereby. 6.10

True and Complete Disclosure. (a) All written information The information, reports, ---------------------------- financial statements, exhibits and written data schedules furnished in writing by or on behalf of any Obligor to any Creditor (other than (ithe projections referred to in the following sentence and other than any reserve studies prepared by third parties) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactionsnegotiation, when taken as a whole is, as preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the syndication of the Closing DateCommitments and Loans, correct in including all material respects and does not filings made with the Commission by any Company, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect they were made, not materially misleading. The projections and pro forma financial information furnished at any time by any Obligor to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided any Creditor pursuant to the Joint Lead Arrangers on or before the Closing Date this Agreement have been prepared in good faith based upon on assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such financial information as it relates to future events and are is not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results set forth therein by a material amount and no Obligor, however, makes any representation as to the ability of any Company to achieve the results set forth in any such differences may projections. Borrower understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material and (ii) not a guarantee inducement to make each extension of performance. (c) credit hereunder. As of the Closing Date, there is no fact known to any Obligor (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the information included other Credit Documents or in any Beneficial Ownership Certification (if any) other documents, certificates and statements furnished to Administrative Agent and the Lenders for use in connection with respect to the Loan Parties provided to any Lender is true transactions contemplated hereby and correct in all respectsby the other Credit Documents.

True and Complete Disclosure. (a) All written information As of the Effective Date, and written data (on each other than (i) third party reports (but not date as the information Administrative Agent shall designate as a date upon which such memos any Lender or reports are based on Lenders shall become a party to this Agreement pursuant to the extent otherwise made available primary syndication of the Loans -41- 48 and Commitments hereunder, all factual information (taken as a whole) furnished by or on behalf of the Borrower and/or its Subsidiaries in writing to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Lender (including, without limitation, all information contained in the Documents and the Proxy Materials) for purposes of its representatives on its behalf or in connection with this Agreement, the Transactionsother Credit Documents, when the Transaction or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole is, as whole) hereafter furnished by or on behalf of the Closing DateBorrower in writing to any Agent or the Lead Arranger or any Lender will be, correct true and accurate in all material respects and does not when incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at the time such information was provided. (b) Flowers Industries' annual report on Form 10-K for the fiscal year ended at January 1, 2000 and Flowers Industries' quarterly report on Form 10-Q for the fiscal quarter ended on October 7, 2000, copies of which have been furnished by the Borrower to the Administrative Agent and the Lenders, did not, as of the respective dates such Form 10-K and Form 10-Q were filed with the Securities and Exchange Commission, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading therein, in light of the circumstances under which such statements are made (after giving effect to all supplements they were made, not misleading, and updates thereto). (b) The financial estimatesfrom the date of filing of the Flowers Industries' proxy statement with the Securities and Exchange Commission on February 22, forecasts and other projections (collectively2001 through the date hereof, the “Projections”) Borrower has not filed a current report on Form 8-K with the Securities and other forward looking information contained in Exchange Commission, and, as of the information materials provided Effective Date, no event or condition exists which would require such filing by the Borrower pursuant to the Joint Lead Arrangers on Exchange Act, except for any such event or before the Closing Date have condition which has heretofore been prepared disclosed in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished writing to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered Lenders by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect delivery to the Loan Parties provided Lenders of a Form 8-K prior to any Lender is true and correct in all respectsthe filing thereof.

True and Complete Disclosure. (a) All written factual information and written data (other than (itaken as a ---------------------------- whole) third party reports (but not heretofore or contemporaneously furnished by or on behalf of Holding or the information upon which such memos or reports are based on Borrower in writing to the extent otherwise made available Agent or any Lender delivered to the Joint Lead Arrangers), (ii) Agent and the Projections (as defined below), (iii) forward looking information and (iv) information Lenders for purposes of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with this Credit Agreement or the TransactionsTransaction does not, when and all other such factual information (taken as a whole iswhole) hereafter furnished by or on behalf of Holding or the Borrower in writing to the Agent or any Lender will not, as of the Closing Date, correct in all material respects and does not when taken date as a wholeof which such information is dated or certified, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein such information (taken as a whole) not materially misleading as of such time, in each case in light of the circumstances under which such statements are made (after giving effect to all supplements information was provided, it being understood and updates thereto).agreed that for the purposes of this Section 6.9, such factual information shall not include projections and pro forma financial information. --- ----- (b) The projections and pro forma financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the --- ----- factual information materials provided referred to the Joint Lead Arrangers in clause (a) above are based on or before the Closing Date have been prepared in good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as factsfacts and necessarily were based upon numerous assumptions with respect to industry performance, the Projections are (i) subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond any Loan Party’s controlthe control of Holding, the Borrower and the Borrower's Subsidiaries, such that there can be no assurance can be given that any such Projections projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performanceresults. (c) As of the Closing Restatement Effective Date, there is no fact known to any Credit Party (other than matters of general economic, political or social nature) which materially and adversely affects the information included business, property, assets, liabilities, financial condition or prospects of the Borrower and its Subsidiaries taken as a whole which has not been disclosed herein or in any Beneficial Ownership Certification (if any) with respect such other documents, certificates and statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information (taken as a whole), including the Business Plan, furnished by or on behalf of any member of the Borrower Group in writing to or for the benefit of any particular Lender (referred to herein as a "Relevant Lender," which term includes Administrative Agent) was true and written data (other than accurate in all material respects (i) third party reports (but not in the information upon which such memos or reports are based on to case of the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions, when taken as a whole isBusiness Plan, as of the Closing Date, correct in and (ii) with respect to all other factual information (including updates of the Business Plan), on the dates as of which such information was furnished, and was not incomplete by omitting to state any material respects and does not when fact necessary to make such information (taken as a whole, contain ) not misleading in any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading respect at such time in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimatesinformation was furnished; provided, forecasts and other projections (collectivelyhowever, that, except as otherwise expressly set forth in this Agreement, the “Projections”sole representation of each member of the Borrower Group with respect to projections, estimates or other expressions of view as to future circumstances shall be that such projections, estimates or other expressions of view as to future circumstances (i) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been were prepared in good faith based upon faith, (ii) fairly present in all material respects the Borrower Group's expectations as to the matters covered thereby as of their respective date(s) of delivery (it being understood that assumptions that utilized therein were believed by the applicable Loan Party Borrower Group in good faith to be reasonable in light of conditions existing at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as factsof preparation thereof, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and but that actual results during the period or periods covered by any such Projections may differ significantly vary from the projected results contained therein), (iii) were based on reasonable assumptions as to all factual and such differences may be legal matters material to the estimates therein (including interest rates and costs) as of their respective date(s) of delivery, and (iiiv) not a guarantee were in all material respects consistent with the provisions of performance. (cthe Loan Documents as of their respective date(s) of delivery. There are no statements, assumptions or conclusions in the Business Plan, as of the date of delivery thereof, which are based upon or include information known as of such delivery date to any member of the Borrower Group to be misleading or which fail to take into account material information regarding the matters reported therein. As of the Closing DateDate there are in existence no documents, the agreements or other information included in any Beneficial Ownership Certification (if any) with respect which have not been disclosed to the Relevant Lender in writing which are material in the context of the Loan Parties provided to Documents or which have the effect of varying any Lender is true and correct in all respectsof the Loan Documents.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not schedules, including, without limitation, the information upon which such memos Prospectus, furnished in writing by or reports are based on behalf of the Obligors to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole is, as of the Closing Date, correct in all material respects and does do not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such statements are made information is stated or certified. There is no fact known to the Borrower that could have a Material Adverse Effect that has not been disclosed herein, in the Prospectus, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lenders for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary contained herein, with respect to (after giving effect a) materials, information or other matters contained in the Prospectus relating to all supplements and updates thereto). AMC or AMCE, (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking any information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as factsLenders by AMC or AMCE, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As any information furnished to the Borrower by AMC or AMCE and delivered by any Obligor to the Lenders and (d) any representations and warranties by AMC or AMCE contained in their respective estoppel certificates delivered to the Lenders, each Obligor only represents and warrants that it has received no information that would lead it to believe that any of the Closing Datesuch materials, the information included repreentations and warranties is false or misleading in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respectsmaterial respect.

True and Complete Disclosure. (a) All written information and written data (information, documentation or materials other than financial projections (iincluding financial estimates, forecasts and other forward-looking information) third party reports (but not such information, documentation or materials other than financial projections, the information upon which such memos “Information”) provided directly or reports are based on indirectly by the Seller, the Acquired Business, Holdings or any Credit Party to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before Administrative Agent and/or the Closing Date by a Loan Party or any of its representatives on its behalf Lenders in connection with the Transactions, when taken as a whole iswhole, as of the Closing Date, was true and correct in all material respects as of the date such Information was furnished to the Lead Arrangers, the Administrative Agent and/or the Lenders and does not when as of the Closing Date (with respect to Information provided prior to the Closing Date) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary as of any such date in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The financial estimates, forecasts projections and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided estimates that have been made available to the Joint Lead Arrangers Arrangers, any Lenders or the Administrative Agent by or on behalf of the Acquired Business or before the Closing Date Borrowers in connection with the Transactions (i) have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party preparer thereof to be reasonable at as of the time such Projections were furnished to the Joint Lead Arrangers; date thereof (it being understood and agreed that the Projections are as to future events and financial projections are not to be viewed as facts, the Projections are (i) subject to significant uncertainties a guarantee of financial performance and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results financial projections and such differences may be material material), as of the date such projections or estimates were furnished to the Lenders (with respect to any such projections or estimates provided prior to the Closing Date) and as of the Closing Date and (ii) not a guarantee of performance. (c) As as of the Closing Date, the information included have not been modified in any Beneficial Ownership Certification (if any) material respect by the Borrowers. The Audited Financial Statements and Unaudited Financial Statements with respect to each of Holdings and the Loan Parties provided to any Lender is true and correct Acquired Business, as applicable, present fairly, in all material respects, the consolidated financial position and results of Holdings or the Acquired Business, as applicable, as of the applicable date and for the applicable period (and, for the avoidance of doubt, do not include any material operations or cash flows that are not conducted by or attributable to Holdings or the Acquired Business, as applicable, immediately prior to the Closing Date) in accordance with GAAP; provided, however, that the Unaudited Financial Statements with respect to each of Holdings and the Acquired Business are subject to normal year-end adjustments and lack footnotes and other presentation items. The Audited Financial Statements and the Unaudited Financial Statements with respect to each of Holdings and the Acquired Business reflect the consistent application of GAAP throughout all periods identified therein, except as disclosed in the notes to such statements.

True and Complete Disclosure. (a) All written factual information delivered to the Administrative Agent and written data the Lenders (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers)Projections, (ii) the Projections (as defined below), (iii) forward looking information estimates and (iv) information of a general economic nature or general industry specific nature)) (the “Information”) concerning the Borrower, that has been the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Administrative Agent in connection with the TransactionsTransactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole iswhole, was true and correct in all material respects, as of the Closing Datedate when made and did not, correct in all material respects and does not when taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The financial estimates, forecasts and other projections Projections (collectively, the “Projections”i) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at as of the time date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material Lenders and (ii) as of the Closing Date, have not a guarantee of performancebeen modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in any the Beneficial Ownership Certification (if any) with respect delivered, on or prior to the Loan Parties provided Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. All factual information (ataken as a whole) All written information and written data (other than heretofore or contemporaneously furnished for purposes of or in connection with this Agreement or the Original Credit Agreement or any transaction contemplated herein by or, to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) third party reports (but not the information upon which such memos Administrative Agent or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), any Bank or (ii) any Person providing information to the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Bank on behalf of its representatives on its behalf in connection with the TransactionsBorrower or any Subsidiary is, when and all other such factual information (taken as a whole iswhole) hereafter furnished by or, as to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) the Closing DateAdministrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary will be, correct true and accurate in all material respects on the date as of which such information is dated or certified and does not when incomplete by omitting to state any material fact necessary to make such information (taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein ) not materially misleading at such time in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) information was provided. The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information Projections contained in the information such materials provided to the Joint Lead Arrangers are based on or before the Closing Date have been prepared supporting estimates and assumptions believed by such Persons in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time made as to the future financial performance of Borrower and the Subsidiaries for the period covered, it being recognized by the Administrative Agent and the Banks that such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results results. There is no fact known to Borrower or any Subsidiary which is reasonably likely to have a Material Adverse Effect or which has not been disclosed herein or in such other documents, certificates and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect statements furnished to the Loan Parties provided to any Lender is true and correct Banks for use in all respectsconnection with transactions contemplated hereby.

True and Complete Disclosure. (a) All written information and written data (other than (iexcluding projections) third party reports (but not concerning each of Holdings and the information upon Borrower and its Subsidiaries and the transactions contemplated herein which such memos or reports are based on to have been prepared by Holdings and the extent otherwise Borrower and that have been made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Lender by or on behalf of its representatives on its behalf Holdings and the Borrower prior to the Effective Date in connection with the Transactionstransactions contemplated herein (including the Confidential Information Memorandum), when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light misleading, provided that as to any such information that is specified as having been supplied by third parties other than third parties that are Affiliates of the circumstances under which Borrower at the time such statements are information is supplied, Holdings and the Borrower represent only that it is not aware of any material misstatement therein or omission therefrom. All financial projections that have been prepared by Holdings and the Borrower and that have been made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided available prior to the Joint Lead Arrangers on or before Effective Date to the Closing Date Administrative Agent and/or any Lender by Holdings and the Borrower have been prepared in good faith based upon assumptions that were believed by Holdings and the applicable Loan Party Borrower at the time to be reasonable. (b) All other factual information (taken as a whole) furnished on or after the Effective Date by or on behalf of Holdings, the Borrower or any of their Subsidiaries in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. The projections and pro forma financial information contained in such materials are based on good faith estimates and assumptions believed by such Persons to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized facts and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets or condition (financial or otherwise) of any such differences may be material Credit Party and (ii) its respective Subsidiaries, taken as a whole, which has not a guarantee of performance. (c) As of the Closing Datebeen disclosed herein or in such other documents, the information included in any Beneficial Ownership Certification (if any) with respect certificates and statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written The information and written data (other than (i) third party reports (but not projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the information upon which such memos or reports are based on Obligors to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, preparation or delivery of this Agreement and the other Basic Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole is, as of the Closing Date, correct in all material respects and does do not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimatesthey were made, forecasts and other not misleading. All projections (collectively, furnished by or on behalf of the “Projections”) and other forward looking information contained Obligors in the information materials provided writing to the Joint Lead Arrangers on Administrative Agent or before any Lender for purposes of or in connection with this Agreement or the Closing Date have been transactions contemplated hereby were prepared by the Company in good faith based upon on assumptions that were believed by the applicable Loan Party determined to be reasonable at by the time Company under the then existing facts and circumstances. All written information furnished after the date hereof by any Obligor to the Administrative Agent and the Lenders in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable assumptions, on the date, and under the facts and circumstances, as of which such Projections were information is stated or certified. There is no fact actually known to any Obligor that could have a Material Adverse Effect that has not been disclosed herein, in the other Basic Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Joint Lead Arrangers; it being understood that Lenders for use in connection with the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period transactions contemplated hereby or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancethereby. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not schedules furnished in writing by or on behalf of the information upon which such memos or reports are based on Borrower to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, when taken as a whole ispreparation or delivery of this Loan Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto (other than with respect to the Mortgage Loans), as of the Closing Date, correct in all material respects and does not when taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of the Borrower to the Lender in connection with this Loan Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such statements are made (information is stated or certified. There is no fact known to a Responsible Officer of the Borrower, after giving effect due inquiry, that could reasonably be expected to all supplements and updates thereto)have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lender for use in connection with the transactions contemplated hereby or thereby. (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) solely with respect to the Loan Parties provided underlying Mortgage Loans furnished in writing by or on behalf of the Borrower to the Lender does not contain any Lender is true and correct in all respectsuntrue statement of material fact.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on behalf of ICI to the extent otherwise made available to ICI Indenture Trustee, the Joint Lead Arrangers)ICI Noteholders, (ii) the Projections (as defined below)Administrative Agent, (iii) forward looking information a single representative of each ICI Control Party and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf each Series Enhancer in connection with the Transactionsnegotiation, preparation or delivery of this Indenture and the other ICI Relevant Documents or included herein or therein or delivered pursuant hereto or thereto (when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken together as a whole), do not contain any untrue statement of a material fact or (with respect to any offering document for any of the ICI Notes) omit to state a any material fact necessary in order to make the statements contained herein or therein not materially misleading misleading. All written information furnished after the date hereof by or on behalf of ICI to such parties in light connection with this Indenture and the other ICI Relevant Documents and the transactions contemplated hereby and thereby will be true, correct and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. To the extent that any information, reports, financial statements, exhibits and schedules that are furnished by or on behalf of ICI contain any untrue statement of material fact or (with respect to any offering document for any of the circumstances under which ICI Notes) omit to state any material fact necessary to make the statements herein or therein not misleading, ICI shall correct, or cause to be corrected, such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on statement or before omission. On the Closing Date and the related Series Issuance Date, there is no fact known to a responsible officer of ICI that, after due inquiry, should reasonably be expected to have a material adverse effect that has not been prepared disclosed in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at offering document for the time such Projections were related ICI Notes, in the ICI Relevant Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to such parties for use in connection with the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period transactions contemplated hereby or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancethereby. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information and written data (other than (i) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information estimates and (iv) information of a general economic nature or general industry specific nature)) (the “Information”) concerning the Borrower, that has been the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Joint Lead Arranger on Lenders or before the Closing Date by a Loan Party or any of its representatives on its behalf Agents in connection with the TransactionsTransactions or the other transactions contemplated hereby, when taken as a whole iswhole, as of the Closing Date, was true and correct in all material respects as of the date such Information was furnished to the Lenders and does not when the Agents and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto)were made. (b) The estimates and information of a general economic nature or general industry nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that, with respect to projected financial estimates, forecasts and other projections (collectivelyinformation, the “Projections”) and other forward looking Borrower represents only that such information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have has been prepared in good faith based upon assumptions that were believed by the applicable Loan Party Borrower to be reasonable at as of the time date thereof, as of the date such Projections estimates were furnished to the Joint Lead Arrangers; it being understood that Lenders and as of the Projections are as to future events and are not to be viewed as factsClosing Date), the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) as of the Closing Date, have not a guarantee of performancebeen modified in any material respect by the Borrower. (c) As The Borrower has disclosed to the Agents and the Lenders all agreements, instruments, and corporate or other restrictions to which it or any of the Closing Dateother Subsidiaries is subject, and all other matters known to it, that, individually or, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) There is no fact peculiar to the Borrower or any other Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Agents or the Lenders by or on behalf of the Borrower or any other Restricted Subsidiary prior to, or on, the information included date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Beneficial Ownership Certification (if any) with respect Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Loan Parties provided Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to any Lender is true and correct in all respectshave been accurate.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data schedules (other than (iprojections) third party reports (but not furnished in writing by or on behalf of the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available Company to any Joint Lead Arranger on or before the Closing Date by a Loan Party Agent or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto (other than projections), when taken as a whole is, as of (together with the Closing Date, correct in all material respects and does Information Memorandum) do not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which they were made, not misleading. The projections, estimates and/or pro forma financial statements furnished by or on behalf of the Company to the Agents or any Lender in connection with the negotiation, execution and delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto, have been prepared by the Company in good faith on the basis of information and assumptions that the Company believed to be reasonable as of the date of such information. All written information furnished after the date hereof by the Company and its Subsidiaries to the Agents and the Lenders in connection with this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby will not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements are made therein, in light of the circumstances under which they were made, not misleading, or (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been case of projections, estimates and pro forma financial statements) will be prepared in good faith based upon on the basis of information and assumptions that were believed by the applicable Loan Party Company to be reasonable at as of the time date of such Projections were information. There is no fact known to the Company that could reasonably be expected to result in a Material Adverse Effect that has not been disclosed herein, in the other Credit Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Joint Lead Arrangers; it being understood that Lenders for use in connection with the Projections are as transactions contemplated hereby or thereby. Notwithstanding anything in this Section 7.14 to future events and are not to be viewed as factsthe contrary, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included representation is made in any Beneficial Ownership Certification (if any) this Section 7.14 with respect to Section 4 or Appendix D of the Loan Parties provided to any Lender is true and correct in all respectsInformation Memorandum.

True and Complete Disclosure. (a) All written information and written data (other than (iexcluding projections) third party reports (but not concerning each of Parent, OpCo and their respective Subsidiaries and the information upon transactions contemplated herein which such memos or reports are based on to the extent otherwise have been prepared by Parent and OpCo and that have been made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any Lender by or on behalf of its representatives on its behalf Parent and OpCo prior to the Second Restatement Effective Date in connection with the Transactionstransactions contemplated herein, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light misleading, provided that as to any such information that is specified as having been supplied by third parties other than third parties that are Affiliates of the circumstances under which Borrowers at the time such statements information is supplied, Parent and OpCo represent only that they are not aware of any material misstatement therein or omission therefrom. All financial projections that have been prepared by Parent and OpCo and that have been made (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided available prior to the Joint Lead Arrangers on or before Second Restatement Effective Date to the Closing Date Administrative Agent and/or any Lender by Parent and OpCo have been prepared in good faith based upon assumptions that were believed by Parent and OpCo at the applicable Loan Party time to be reasonable. (b) All other factual information (taken as a whole) furnished on or after the Second Restatement Effective Date by or on behalf of Parent, OpCo or any of their respective Subsidiaries in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. The projections and pro forma financial information contained in such materials are based on good faith estimates and assumptions believed by such Persons to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such projections as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized facts and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets or condition (financial or otherwise) of any such differences may be material Credit Party and (ii) its respective Subsidiaries, taken as a whole, which has not a guarantee of performance. (c) As of the Closing Datebeen disclosed herein or in such other documents, the information included in any Beneficial Ownership Certification (if any) with respect certificates and statements furnished to the Loan Parties provided to any Lender is true and correct Lenders for use in all respectsconnection with the transactions contemplated hereby.

True and Complete Disclosure. (a) All written None of the exhibits, schedules, ---------------------------- balance sheets, income or cash flow statements, reports, budgets, plans or other financial, operating or other information and written data (other than (i) third party reports (but not heretofore furnished or hereafter to be furnished by or on behalf of the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Company or any of its representatives on its behalf Subsidiaries in connection with the Transactionsnegotiation, when taken as a whole ispreparation, as delivery or administration of this Agreement or any of the Closing Dateother Loan Documents or included herein or therein or delivered pursuant hereto or thereto, correct in all material respects and does not when taken as a whole, did or will contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements are made (after giving effect misleading. Such materials were and will continue to all supplements be prepared and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared submitted in good faith and without any intent to mislead or defraud the Administrative Agent or any of the Lenders. All written information (other than projections) heretofore furnished or hereafter to be furnished by or on behalf of the Company and its Subsidiaries in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby was and shall continue to be accurate, current and complete in every material respect on the date as of which such information was or will be stated or certified for the periods reflected therein, presented and will continue to present fairly the subjects intended to be covered thereby and has been and shall continue to be prepared in accordance with generally accepted accounting principles, consistently applied. All projections heretofore furnished or hereafter to be furnished by or on behalf of the Company and its Subsidiaries in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby have been and will continue to be, except as noted therein, based upon on estimates and assumptions that were believed in good faith by the applicable Loan Party Company's management to be reasonable at the time such Projections were furnished and achievable. There is no fact known to the Joint Lead Arrangers; it being understood Company that could (either individually or in the Projections are aggregate) reasonably be expected to have a Material Adverse Effect that has not been disclosed herein or in any of the other Loan Documents or in a written disclosure letter attached as an exhibit or schedule hereto or to future events any of the other Loan Documents. There have not been any and are not there will continue to be viewed as factsno obligations, the Projections are liabilities, indebtedness (i) subject to significant uncertainties and contingenciesincluding, many of without limitation, contingent liabilities), facts or circumstances which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may might be material and (ii) not a guarantee of performance. (c) As to the Collateral, or to the Properties, financial condition or affairs of the Closing Date, the information included Company or any of its Subsidiaries or any Obligor which have not and will continue to have not been accurately and completely reflected in any Beneficial Ownership Certification (if any) such delivered materials; and no materially adverse change with respect to any of the Loan Parties provided information set forth therein has or will have occurred since the respective dates of their last delivery without first having been conspicuously disclosed in writing to any Lender is true and correct receipt thereof acknowledged in all respectswriting by the Administrative Agent.

True and Complete Disclosure. (a) All written information The information, reports, ----------------------------- financial statements, exhibits and written data schedules furnished in writing by or on behalf of any Obligor to any Creditor (other than (ithe projections referred to in the following sentence and other than any reserve studies prepared by third parties) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactionsnegotiation, when taken as a whole is, as preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the syndication of the Closing DateCommitments and Loans, correct in including all material respects and does not filings made with the Commission by any Company, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect they were made, not materially misleading. The projections and pro forma financial information furnished at any time by any Obligor to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided any Creditor pursuant to the Joint Lead Arrangers on or before the Closing Date this Agreement have been prepared in good faith based upon on assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such financial information as it relates to future events and are is not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results set forth therein by a material amount and no Obligor, however, makes any representation as to the ability of any Company to achieve the results set forth in any such differences may projections. Borrower understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material and (ii) not a guarantee inducement to make each extension of performance. (c) credit hereunder. As of the Closing Date, there is no fact known to any Obligor (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the information included other Credit Documents or in any Beneficial Ownership Certification (if any) other documents, certificates and statements furnished to Administrative Agent and the Lenders for use in connection with respect to the Loan Parties provided to any Lender is true transactions contemplated hereby and correct in all respectsby the other Credit Documents.

True and Complete Disclosure. (a) All written information The information, reports, ---------------------------- financial statements, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished in writing by or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information behalf of a general economic or industry specific nature), that has been made available any of any Company to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Creditor in connection with the Transactionsnegotiation, when taken as a whole is, as preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the syndication of the Closing DateCommitment and Loans, correct in all material respects and does not including any Transaction Document, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect they were made, not materially misleading. The projections and pro forma financial information --- ----- furnished at any time by any Company to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided any Creditor pursuant to the Joint Lead Arrangers on or before the Closing Date this Agreement have been prepared in good faith based upon on assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; made, it being understood recognized by the Lenders that the Projections are such financial information as it relates to future events and are is not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results set forth therein by a material amount and no Company, however, makes any representation as to the ability of Borrower or any Subsidiary to achieve the results set forth in any such differences may be material and (ii) not a guarantee of performance. (c) projections. As of the Closing Date, there is no fact known to any Company (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the information included other Credit Documents or in any Beneficial Ownership Certification (if any) other documents, certificates and statements furnished to Administrative Agent and the Lenders for use in connection with respect to the Loan Parties provided to any Lender is true transactions contemplated hereby and correct in all respectsby the other Credit Documents.

True and Complete Disclosure. (a) All written information The information, reports, certificates, documents, financial statements, books, records, files, exhibits and written data (other than (i) third party reports (but not schedules furnished in writing by or on behalf of each of the information upon which such memos or reports are based on Seller and the Guarantors to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Purchaser in connection with the Transactionsnegotiation, when taken as a whole ispreparation or delivery of this Agreement and the other Repurchase Documents or included herein or therein or delivered pursuant hereto or thereto, as of the Closing Date, correct in all material respects and does not when taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made they were made, not misleading. All written information furnished after the date hereof by or on behalf of each of the Seller and the Guarantors to the Purchaser in connection with this Agreement and the other Repurchase Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (after giving effect to all supplements and updates thereto). (bin the case of projections) The financial based on reasonable estimates, forecasts on the date as of which such information is stated or certified. To the knowledge of the Seller and the Guarantors, after due inquiry, there has been no development or event (or prospective development or event) that could constitute a material adverse change in either the Seller’s or the Guarantor’s financial consultation or results of operation or any other projections (collectively, the “Projections”) and other forward looking information contained fact or circumstance that could have a Material Adverse Effect that has not been disclosed in the information materials provided writing to the Joint Lead Arrangers Purchaser. All projections furnished on behalf of the Seller or before the Closing Date have been Guarantors to the Purchaser were prepared and presented in good faith based upon assumptions by or on behalf of the Seller and/or the Guarantors. The Purchaser acknowledges that were believed it will not be able to rely on the Seller’s opinions or projections (but not factual or historical information) contained in any investment committee memorandum prepared by the applicable Loan Party to be reasonable at the time such Projections were furnished Seller and delivered to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect Purchaser prior to the Loan Parties respective Purchase Date for any Eligible Asset provided such opinions and projections are accompanied by written notice to any Lender is true the effect that such opinions and correct in all respectsprojections may not be relied on by the Purchaser.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits, schedules and written data (other than (i) third party reports (but not the information upon which such memos certificates furnished in writing by or reports are based on behalf of any Borrower Party, Guarantor or REIT Manager to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Lender in connection with the Transactions, when taken as a whole is, as diligence of the Closing DateBorrower Parties, correct in all material respects Guarantor or Property Manager, or the negotiation, preparation or delivery of this Agreement and does not the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto (other than the Asset Schedule), when taken as a whole, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimatesthey were made, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials not misleading; provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) foregoing representation solely with respect to Property Manager is hereby made to Borrowers’ knowledge, after due inquiry. All written information furnished after the Loan Parties provided date hereof by or on behalf of any Borrower to Lender in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby (other than the Asset Schedule) and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of a Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Lender for use in connection with the transactions contemplated hereby or thereby. All required financial statements of Guarantor delivered to Lender pursuant to this Agreement or otherwise publicly available with respect to Guarantor are prepared in accordance with GAAP, or in connection with any SEC filings, the appropriate SEC accounting requirements. (bb) ERISA. i. No liability under Section 4062, 4063, 4064 or 4069 of ERISA has been or is expected by Borrowers to be incurred by any Borrower or any ERISA Affiliate thereof with respect to any Lender Plan which is true a Single-Employer Plan in an amount that could reasonably be expected to have a Material Adverse Effect. ii. No Plan which is a Single-Employer Plan had any minimum required contribution under Section 430 of the Code or any required installment under Section 430(j) of the Code that was due but unpaid or underpaid as of the last day of the most recent fiscal year of such Plan ended prior to the date hereof, and correct no such plan which is subject to Section 412 of the Code failed to meet the requirements of Section 436 of the Code as of such last day. No Borrower nor any ERISA Affiliate thereof is subject to a Lien in favor of such a Plan as described in Section 430(k) of the Code or Section 303(k) of ERISA; iii. Each Plan of each Borrower and each of their ERISA Affiliates is in compliance in all respectsmaterial respects with the applicable provisions of ERISA and the Code, except where the failure to comply would not result in any Material Adverse Effect. iv. No Borrower nor any ERISA Affiliate has incurred a tax liability under Chapter 43 of the Code or a penalty under Section 502(i) of ERISA which has not been paid in full, except where the incurrence of such tax or penalty would not result in a Material Adverse Effect. v. No Borrower nor any ERISA Affiliate thereof has incurred or reasonably expects to incur any withdrawal liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect.

True and Complete Disclosure. None of the written factual information (awhether delivered before or after the date of this Agreement) All written information prepared by or on behalf of the Borrower or any Restricted Subsidiary and written data furnished to the Administrative Agent or the Lenders for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby (other than (iprojections, estimates, and budgets) third party reports (but not the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions, when taken as a whole iscontain, as of the Closing Datedate such information was furnished (or, correct in all if such information expressly related to a specific date, as of such specific date), any material respects and does not when taken as a whole, contain any untrue statement misstatement of a material fact or omit to state state, as of the date such information was furnished (or, if such information expressly related to a specific date, as of such specific date), any material fact necessary in order to make the statements contained therein not materially misleading therein, in light of the circumstances under which such statements are made (after giving effect they were made, not misleading. There is no fact known to all supplements and updates thereto). (b) The financial any Responsible Officer of the Borrower or any Restricted Subsidiary on the date of this Agreement that has not been disclosed to the Administrative Agent that could reasonably be expected to result in a Material Adverse Effect. All projections, estimates, forecasts budgets and other projections pro forma financial information furnished by the Borrower or any Restricted Subsidiary (collectively, the “Projections”or on behalf of such Persons) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers Administrative Agent or the Lenders for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby (whether delivered before or after the date of this Agreement), were or will be prepared on or before the Closing Date have been prepared in good faith based upon basis of assumptions that were believed by the applicable Loan Party to be reasonable at the time such Projections projections, estimates, and pro forma financial information were furnished to furnished; provided however, that such projections are or will be based only on management’s reasonable belief at the Joint Lead Arrangers; it being understood time that the Projections are as to future events such projections were prepared and are not in no case shall any of such projections be considered to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period representations or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) assurances with respect to the Loan Parties provided to any Lender is true and correct in all respectsfuture performance.

True and Complete Disclosure. (a) All None of the written factual information and written data (other than (itaken as a whole) third party reports (but not heretofore or contemporaneously furnished by or on behalf of the information upon which such memos Borrower, any of the Subsidiaries of the Borrower or reports are based on any of their respective authorized representatives to the extent otherwise made available to the Joint Lead Arrangers)Administrative Agent, (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger and/or any Lender on or before the Closing Date by a Loan Party or any of (including all such information and data contained in the Credit Documents) regarding the Borrower and its representatives on its behalf Restricted Subsidiaries in connection with the Transactions, when taken as a whole is, as Transactions for purposes of the Closing Date, correct or in all connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material respects 147 fact or omitted to state any material fact necessary to make such information and does not when data (taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein ) not materially misleading at such time in light of the circumstances under which such statements are made (information or data was furnished and such information was, when furnished on or prior to the Closing Date, when taken as a whole after giving effect to all supplements and updates provided thereto, accurate in all material respects (it being understood, for the avoidance of doubt, that none of the Borrower or any of its Subsidiaries shall be required to update any such information following the Closing Date), it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts, pro forma financial information, budgets, and other forward-looking information), other forward-looking information or statements regarding future condition or operations, or information of a general economic or general industry nature. (b) The financial estimates, forecasts and other projections (collectivelyAs of the Closing Date, the “Projections”) and other forward looking information projections contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in Lender Presentation are based upon good faith based upon estimates and assumptions that were believed by the applicable Loan Party Borrower to be reasonable at the time such Projections were furnished to made, it being recognized by the Agents, Joint Lead Arrangers; it being understood Arrangers and the Lenders that the Projections are as to future events such projections, forward-looking statements, estimates and pro forma financial information are not to be viewed as factsfacts or a guarantee of performance, the Projections and are (i) subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond any Loan Party’s controlthe control of the Credit Parties, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections projections, forward-looking statements, estimates and pro forma financial information may differ significantly materially from the projected results and such differences may be material and (ii) not a guarantee of performanceresults. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information The information, reports, financial statements, exhibits and written data schedules (other than (iprojections) third party reports (but not furnished in writing by or on behalf of the information upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available Company to any Joint Lead Arranger on or before the Closing Date by a Loan Party Agent or any of its representatives on its behalf Lender in connection with the Transactionsnegotiation, preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto (other than projections), when taken as a whole is, as of (together with the Closing Date, correct in all material respects and does Information Memorandum) do not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which they were made, not misleading. The projections, estimates and/or pro forma financial statements furnished by or on behalf of the Company to the Agents or any Lender in connection with the negotiation, execution and delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto, have been prepared by the Company in good faith on the basis of Credit Agreement 44 - 40 - information and assumptions that the Company believed to be reasonable as of the date of such information. All written information furnished after the date hereof by the Company and its Subsidiaries to the Agents and the Lenders in connection with this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby will not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements are made therein, in light of the circumstances under which they were made, not misleading, or (after giving effect to all supplements and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been case of projections, estimates and pro forma financial statements) will be prepared in good faith based upon on the basis of information and assumptions that were believed by the applicable Loan Party Company to be reasonable at as of the time date of such Projections were information. There is no fact known to the Company that could reasonably be likely to have a Material Adverse Effect that has not been disclosed herein, in the other Credit Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Joint Lead Arrangers; it being understood that Lenders for use in connection with the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period transactions contemplated hereby or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancethereby. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.

True and Complete Disclosure. (a) All written information The information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and written data (other than (i) third party reports (but not the information upon which such memos schedules furnished by or reports are based on behalf of Seller to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives on its behalf Buyer in connection with the Repurchase Documents and the Transactions, when taken as a whole is, as of the Closing Date, correct in all material respects and does not when taken as a whole, (i) with respect to such items prepared by Seller, do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect they were made, not misleading in any material respect, or with respect to all supplements forecasts prepared by Seller, were based on reasonable estimates prepared and updates thereto). (b) The financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared presented in good faith based upon assumptions that were believed by faith, in each case, on the applicable Loan Party to be reasonable at the time such Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are date as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s controlsuch information is stated or certified, that no assurance can be given that any such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performance. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to such items prepared on behalf of Seller by third parties, to Seller’s Knowledge, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the Loan Parties provided statements herein or therein, in light of the circumstances under which they were made, not misleading in any material respect, or with respect to any Lender forecasts prepared on behalf of Seller by third parties, to Seller’s Knowledge, were based on reasonable estimates prepared and presented in good faith, in each case, on the date as of which such information is true stated or certified. All written information furnished after the date hereof by or on behalf of Seller to Buyer in connection with the Repurchase Documents and the Transactions, to the extent prepared by Seller, will be, and to the extent prepared on behalf of Seller by a third party, will, to Seller’s Knowledge, be true, correct and complete in all material respects, or in the case of projections to the extent prepared by Seller, will be, and to the extent prepared on behalf of Seller by a third party, will be, to Seller’s Knowledge, based on reasonable estimates prepared and presented in good faith, in each case, on the date as of which such information is stated or certified. This Section 7.06 shall exclude any information, document, agreement, report or notice prepared or delivered by or on behalf of an Underlying Obligor.

True and Complete Disclosure. (a) All written The information and written data (other than (i) third party reports (but not projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the information upon which such memos or reports are based on Obligors to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party Administrative Agent or any of its representatives on its behalf Funding Party in connection with the Transactionsnegotiation, preparation or delivery of this Master Agreement and the other Operative Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole is, as of the Closing Date, correct in all material respects and does do not when taken as a whole, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein not materially misleading herein or therein, in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto). (b) The financial estimatesthey were made, forecasts and other not misleading. All projections (collectively, furnished by or on behalf of the “Projections”) and other forward looking information contained Obligors in the information materials provided writing to the Joint Lead Arrangers on Administrative Agent or before any Funding Party for purposes of or in connection with this Agreement or the Closing Date have been transactions contemplated hereby were prepared by the Company in good faith based upon on assumptions that were believed by the applicable Loan Party determined to be reasonable at by the time Company under the then existing facts and circumstances. All written information furnished after the date hereof by any Obligor to the Administrative Agent and the Operative Parties in connection with this Master Agreement and the other Operative Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable assumptions, on the date, and under the facts and circumstances, as of which such Projections were information is stated or certified. There is no fact actually known to any Obligor that could have a Material Adverse Effect that has not been disclosed herein, in the other Operative Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Joint Lead Arrangers; it being understood that B Lenders for use in connection with the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual results during the period transactions contemplated hereby or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) not a guarantee of performancethereby. (c) As of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties provided to any Lender is true and correct in all respects.